Standard Exploration Ltd
TSX VENTURE : SDE

Standard Exploration Ltd

November 30, 2011 09:00 ET

Standard Exploration Ltd. Announces Financing

CALGARY, ALBERTA--(Marketwire - Nov. 30, 2011) - Standard Exploration Ltd. (the "Corporation") (TSX VENTURE:SDE), is pleased to announce that it has entered into an engagement agreement with Emerging Equities Inc. (the "Agent") in connection with a proposed private placement financing (the "Financing") for maximum gross proceeds of $5,000,000. The Financing will be comprised of a combination of common shares in the capital of the Corporation ("Common Shares") issued at a price of $0.15 per Common Share and Common Shares issued on a "flow-through" basis for the purposes of the Income Tax Act (Canada) ("Flow-Through Shares") at a price of $0.17 per Flow-Through Share. The maximum subscription amount of Flow-Through Shares that will be issued is $3,000,000.

As consideration for its services in connection with the Financing, the Agent is entitled to receive a commission fee equal to 7% of the aggregate gross proceeds realized by the Corporation from the Financing and an agent's option permitting the Agent to purchase Common Shares representing an number equal to 7% of the Common Shares and Flow-Through Shares subscribed for under the Financing, exercisable at a price of $0.15 for a period of 15 months following the closing of the Financing. The Corporation will reimburse the Agent for all reasonable expenses, including legal fees of the Agent's counsel, up to a maximum of $35,000.

The closing of the Financing is expected to occur on or about December 29, 2011 and is subject to, among other things, entering into a formal agency agreement and receipt of all necessary regulatory approvals, including approval from the TSX Venture Exchange.

The Common Shares and the Flow-Through Common Shares issued pursuant to the Financing will be subject to a four month hold from the date of closing of the Financing.

The Corporation intends to use the proceeds of the Financing for the drilling and completion of an exploratory Montney horizontal well, developing its exploration areas and for general corporate purposes. The gross proceeds from the issuance of Flow-Through Shares will be used to incur Canadian Development Expenses (as such term is defined in the Income Tax Act (Canada)).

The Corporation has also filed its interim unaudited financial statements and MD&A for the quarter ended September 30, 2011 on SEDAR. To view the Corporation's financial statements, please visit www.sedar.com.

The Corporation is a Canadian based oil and gas corporation with operations in Alberta, Canada and is traded on TSX Venture Exchange. The Corporation's public filings may be found at www.sedar.com.

Forward-Looking Statements:

Certain information set forth in this news release contains forward-looking statements or information ("forward-looking statements"), including the closing of the Financing, the receipt of applicable regulatory approvals and the anticipated use of the net proceeds of the Financing. The closing of the Financing could be delayed if the Company is not able to obtain the requisite regulatory and TSXV approvals on the timelines it has planned. The Financing will not be completed at all if these approvals are not obtained or some other condition to closing the Financing is not satisfied. Accordingly, there is a risk that the Financing will not be completed within the expected timeframe or at all. The intended use of the net proceeds of the Financing by the Company might change if the board of directors of the Company determines that it would be in the best interests of the Company to deploy the proceeds for some other purpose. By their nature, forward-looking statements are subject to numerous risks and uncertainties, some of which are beyond the Corporation's control, including the impact of general economic conditions, industry conditions, volatility of commodity prices, currency fluctuations, imprecision of reserve estimates, environmental risks, operational risks in exploration and development, competition from other industry participants, the lack of availability of qualified personnel or management, stock market volatility and the ability to access sufficient capital from internal and external sources. Although the Corporation believes that the expectations in its forward-looking statements are reasonable, its forward-looking statements have been based on factors and assumptions concerning future events which may prove to be inaccurate. Those factors and assumptions are based upon currently available information. Such statements are subject to known and unknown risks, uncertainties and other factors that could influence actual results or events and cause actual results or events to differ materially from those stated, anticipated or implied in the forward-looking statements. As such, readers are cautioned not to place undue reliance on the forward-looking statements, as no assurance can be provided as to future results, levels of activity or achievements. The risks, uncertainties, material assumptions and other factors that could affect actual results are discussed in our Annual Information Form and other documents available at www.sedar.com. Furthermore, the forward-looking statements contained in this document are made as of the date of this document and, except as required by applicable law, the Corporation does not undertake any obligation to publicly update or to revise any of the included forward-looking statements, whether as a result of new information, future events or otherwise. The forward-looking statements contained in this document are expressly qualified by this cautionary statement.

This news release is not an offer of securities for sale in the United States. Securities may not be offered or sold in the United States or to or for the account or benefit of U.S. persons (as such terms are defined in Regulation S under the United States Securities Act of 1933, as amended (the "U.S. Securities Act")), absent registration or an exemption from registration. The securities offered have not been and will not be registered under the U.S. Securities Act or any state securities laws and, therefore, may not be offered for sale in the United States, except in transactions exempt from registration under the U.S. Securities Act and applicable state securities laws.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that terms is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Contact Information

  • Standard Exploration Ltd.
    Ronald P. Wiebe
    President & CEO
    403-262-4450